The Guardian and the Watcher
by Azecreth
Summary: She is a protector, struggling through time to save the one she sacrificed her soul for. He is an Observer, sent back to witness the most important moments in human history. This is the story of their interactions through the one month loop, and the impact they have on each other


**A/N: I really should be working on my chapter stories, but when you've got the muse, you gotta heed it. So, here we are. Don't judge.  
**

**I own neither Fringe or PMMM. They're good works, check them out if you haven't already.**

* * *

She doesn't see him the first time.

How can she, when her entire world is crumbling to the ground? What is one man amidst the awful spectacle that is the fight against Walpurgisnacht, as Mami is struck down by the Dreadnought Witch. The city devastated, maniacal cackling pounding her skull like a jackhammer without end as she watches the tragedy unfold through blurry vision. Not until Madoka leaps back into the fray and strikes it down, but at the cost of her life.

And so it is, sobbing in the rubble of the city, that Homura makes her wish, bathed in bright violet as her soul is torn form her body and she is changed forever into a Magical Girl. And as the dial spins to reset, the man vanishes.

The next few times she doesn't see him either, too intent on the overwhelming fight, on using her new abilities, and on seeing her friends fall one by one, each death tearing at her like jagged claws. And each time, as the sand spills back into the top of the timer, the man vanishes in a white flare, like he is being embraced by the fabric of space itself while reality is swept away into the void.

It is one of those later iterations, shortly after she has learned the truth about Witches and Magical Girls, shortly after she has made a fateful promise, and has changed herself to fulfill that promise, with glasses discarded and hair left unbraided, that Homura first notices the man. It is nothing more than a glimpse, a sight from the corner of her eye as she twists about in midair to avoid the wreckage of a building hurtling at her, yet she is struck the sheer absurdity of the sight. A man, standing atop a skyscraper in what ordinary people thought was the typhoon of the century? No one is that crazy.

When she lands and turns to look at what she had spotted, the man is gone, and she dismisses it from her mind, focusing on the fight ahead and relegating what she had seen to being merely a symptom of stress and overwork, to be paid no more thought or attention. At least, until she sees him again in the next timeline, and the next, and the next, too much to be simply random coincidence. He I still a phantom, an image in the corner of her eye that she only ever sees when the month has reached it's end, but she suspects that it is more than just her mental state.

It's the cycle after she has confirmed this that she gets a good look at him, and immediately she is intrigued. He is tall, pale, wearing a well pressed and apparently waterproof business suit, as well as a fedora atop a bald head. But the most intriguing part is his face. It is the epitome of emotionless clam, completely straight and undisturbed as he watches the battle, no, the slaughter, from his perch, occasionally raising binoculars to his eyes to see some distant part of the action. She tries to speak with him, vaulting over to get his attention, but before she can reach him, her vision averted for mere seconds, he is gone.

Their first real meeting isn't until two timelines later. The fight is over, Mitakihara devastated around her as a gunshot splits the air like thunder, and Homura's shaking hands drop, the gun in her grasp clattering to the broken stone ground. Tears run down her cheeks as she crouches over the still body of her friend, a last mercy given to prevent the creation of a world ending witch, as she has done before.

In her grief, her head falls back into the drizzling, overcast sky, and it is in this motion that she sees him. Standing. Watching. Just as h has every time before. And not just the destruction itself, but her specifically. And in that instant she can tell. He knows. And still he stands there indifferent, uncaring of the tragedy he observes.

Grief transforms in moments to rage, and with a snap her buckler activates, the world shifting into dull blues and greys. She rises and leaps, drawing another pistol form her shield as she scales rubble to land right in front of him, the mysterious man. She points the gun at him before letting time resume.

The reaction isn't what she would expect. If he was at all surprised to find a teenage girl suddenly in front of him, with a Baretta aimed at his head, he sure doesn't show it. In fact, he has probably the best poker face she has ever seen. But those were details noted by her analytical mind as she speaks.

"Who are you," she ask angrily. "Every time, every time this happens, you're here, and you don't do anything. I know you know what's going on, so why don't you help me?"

That emotionless gaze he wears turns downward to meet her angry, hurt eyes, and he replies in a soft monotone, like they are discussing the weather, or something equally irrelevant. It is unbecoming of this situation, in her mind, and does not earn him any favors in her opinion. But at the same time, she can detect a hint of hesitation in his tone. "Interference is not advisable."

That does little to satisfy Homura. "Why not? How can you just sit by and watch this happen?"

His response is just as soft and calm as before. "Action could cause alteration to the timeline."

Angry words die on her lips as the statement registers. Specifically, the word 'timeline.' As one accustomed to time manipulation through magic, she can guess what that means. "You're a time traveler?" The man nods a quiet affirmative.

She falls back a step, two, as she lowers her weapon from where it is trained. "Then...do I succeed," she asks hesitantly, dreading the answer she may receive yet grasping for hope, for some affirmation that her quest isn't just the insane folly of a broken mind.

But she is not to get what she seeks, for the man turns and vanishes right in front of her as she lunges forward with a cry on her lips, too late to stop him. Frustrated tears are blinked back as she clenches her fists, cursing the man, herself, and Kyubey for good measure.

The next timeline, he is there again, and though she goes to confront him once more, he shows no surprise still. "Temporal manipulation," he says matter of factly to her arrival in front of him, as if saying the sky is blue, or that rocks are hard.

She acknowledges his observation with a curt nod, gun trained on him at all times. She isn't going to let him slip away so easily. "Tell me your name," she asks pointedly, glaring at him.

Another almost hesitant reply, drawn forth with some effort. "I am...September."

September, a strange name at that, but it is at least a name, and she is willing to accept it as she moves forth with this interrogation. "Why are you here?"

His head moves, sweeping across the vista of burning, rain covered ruins. "To watch," he replies at last.

For Homura, his words do little to satisfy her current frustration and anger. "Watch who? Me? Madoka? Walpurgisnacht? Tell me!"

September's expression is passive, constant, treating these questions as mundane and ordinary. "I cannot say."

"Why not," she snaps back, her voice dropping to a dangerous growl, though he shows no fear of it.

"It is...not safe."

Frustration is growing with each answer of his, September apparently as unwilling to voluntarily part with information as Kyubey is. "Let me guess, because knowing could change the future, is that it?"

He nods silently, and Homura growls, hair flying as she spins on her heels, returning the gun to her shield in a swift motion. She needs time to think, to plan, to prepare more questions for this strange man. The conversation is brought to an end as she rotates her buckler, not looking back to see him vanish just before reality resets.

* * *

Some timelines later, she asks Kyubey about him, figuring the Incubator is most likely to know something about the man she keeps meeting on the day of Walpurgisnacht. "Tell me Kyubey, are there other races out there like yours, who have visited this planet?"

Kyubey leaps onto the same bench as Homura, that sickening smile immutably plastered across that deceptively cute face and body, one that she resists shooting. _There are many races in the universe, Homura Akemi_, he replies. _Some even look similar to you humans. But we are the only ones who have visited Earth in recorded history. To much of the galaxy, this planet is an undeveloped backwater, irrelevant to galactic affairs._

His head tilts, tail whipping behind him and ears flopping as he looks over Homura. _Why do you ask?_

"I am just curious", Homua replies, ending the conversation. She has no desire to be forthcoming about September and give Kyubey more information than he needs to know, especially when she knows so little at the moment. Instead, she turns away to scan the park, looking for a familiar, bobbing pink head.

The matter is not brought up again until she meets September once more, having gravitated to him almost by habit at this point as she watches Madoka's witch lay waste to the skyline in the distance, emotions threatening the purity of her Soul Gem and otherwise depressing her. There is silence between the two, until a third, cheerful voice speaks to them both in their heads.

_Hello there. I must say, it is a pleasure to see one of your kind here_. A pair of heads turn together to see Kyubey standing on a nearby pile of rubble, him, it, looking at them both in turn. September doesn't react, but a Glock leaps to Homura's hands and she aims it at Kyubey.

_I can see why you would. The end of the world is a fairly major event, _it continues_,_ ignoring the gun as well as September has.

Homura looks between the bald man and the alien. "Kyubey, you know who this is?"

Kyubey nods, leaping from his perch to near the duo. _Of course. As long as we Incubators have been on this planet, we've had sightings of him and others like him. Mainly at what you humans would consider major historical events. We call them Observers. But we've never managed to initiate contact with any of them until now_.

He walks up to the disinterested September, weaving around his feet as large eyes look up at him. _I do wonder why one would go to the trouble of observing so much of human history first hand. These events may be important to the inhabitants of this world, but worlds end all the time, and from a cultural standpoint this world is not unique except for the widespread presence of emotions and the ability to combat entropy._

September looks down then, and Homura swears she can detect discomfort with the long tailed Incubator now sitting beside him, if not general disgust at the creature. "It is important," he replies, using much the same answer for Kyubey that he did for Homura once upon a time.

Kyubey takes the curt response in stride though._ If you say so. It makes me wonder where you are really from though_. Red eyes quest, but get no response._ I would also be most interested to know how your people were able to develop time travel, as well as teleportation and the ability to see through magical phenomena. You aren't using any method that we Incubators are familiar with._ Despite his question, and others, he only receives silence in return as dull eyes return to the shadowed form of Kreimhild Gretchen.

And Homura turns away from them both, from September the watching man, Kyubey, the manipulative genie, and Gretchen, her failure personified. Her buckler clicks and spins, and it all starts again.

* * *

She doesn't know why she keeps meeting him, why she continues to talk with September amidst desolation and destruction. She knows by now that he won't help her, and any attempt to get him to do so is futile. But regardless of that, she sits and talks as he watches and listens, even occasionally answer some of her questions with short replies.

Somehow, as the timer spins and the repetitions roll past, he has become her rock, her anchor in this madness. He always remembers what has come before, and he is always there waiting and watching, no matte how bad things may get for her. Even if he doesn't answer when she speaks, Homura knows he is listening. After all, he is here to observe history, and part of that is to understand the reasoning behind the decisions people make. So she helps him understand.

And in a way, September is also an affirmation, his presence confirmation of her goal and the possibility. Though he is present here, he does not intervene because it could risk altering the future too much, a she has said to her. Therefore, by his own tacit admission, the future can be altered, changed. And even when things are at their worst, when the maniacal laughter fills her head until it consumes every waking thought, when she feels like she is drowning under the weight of her burden and responsibility, when she's bleeding and near broken, it is a glimmer of hope she can cling to.

* * *

"Why?"

The question is one that catches Homura off guard as she sits with her feet dangling off a broken ledge. "Why what," she asks cautiously. It is the first real time September has asked her a question.

He keeps his gaze on the ashen sky, lit by a hidden sun. "Why do you continue to fight?"

"Why do you care," she shoots back in return, wondering if he's going to try and convince her to stop like Kyubey always does.

He cocks his head, expression neutral as ever as he holds his fedora in his right hand, over his chest. "I am...curious. Probability indicates an increasing trend towards ceasing your efforts. Yet you continue to go on. It is not logical."

Homura smirks as he explains his reasoning. "You're right. It's not," she replies. "This has nothing to do with logic."

She can swear she sees confusion in his features, but she must be imagining it. He has as much emotion as Kyubey does, though he doesn't go to the trouble of trying to pretend he cares when he doesn't. "I do not understand."

She leans back a bit, trying to decide how to explain this to him. "It is a human thing," she continues. She can feel her hard exterior cracking as she brings back memories of a happier time long gone by. "I made a promise to save Madoka from Kyubey and his tricks, and I will see it through to the end. I owe her that much, if not more, for all she has done for me, and for everyone else."

September is silent, considering. She doesn't know how much the concept of loyalty means to him or his people, much less that of debt or the desires that drive her, but she tries nonetheless. "I made a wish to save Madoka, to protect her instead of her having to sacrifice herself for me. I gave up my soul just for her. She's the first real friend I had after I got out of the hospital, and she's done so much for me. I have to keep trying until I succeed. I can't let her down."

She can see his mind working as she blinks away tears and frustration with herself, his mind struggling to understand fully the foreign concepts she has brought. Whether he understands or not she can't say though. "You remind me of...another," he says at last. "She was determined and unfathomable much as you are, though her goals and fate differ heavily."

That certainly works to capture her interest. "Who is it? What happened to her?"

"Her name was...Olivia," he says at last, before stepping away. Her second question remains unanswered as she looks up to see that he is gone once again.

A sigh, and the wheel spins, and it all starts over.

* * *

While leaving her house to go hunting, Homura looks into the mirror and finds, to her surprise, that she looks like him. Not physically, but with the same dull eyes, the same expressionless features, the same uncaring demeanor. And as she tears her gaze away to move silently out the door, she can't help but wonder when that happened.

* * *

They fight one time.

It isn't planned, nor is it particularly desired by either of them. It is, however, the culmination of several particularly devastating repeats, which have succeeded in pushing Homura to her limit, mentally and emotionally. Mami, Sayaka, Kyoko, Madoka, all falling again and again, blind to their own weakness a they hurtle to their doom. And though she grows cold with repeated tragedy, they stab at her like daggers each time, with their fear and mistrust, and their deaths.

Madoka is dead, again, smashed like a rag doll by Walpurgisnacht before she can even become a magical girl. And though the storm rages on, and her allies battle and fall, Homura cannot bring herself to move from the crumpled, bloody form that was once her friend. Her fist pounds the broken stone, scraping her knuckles, but she doesn't care as she protests this outrage, and her weakness.

"I can't...I can't do this any more Madoka," she gasps, voice shuddering. "Not again. I can't see you die again."

Unbidden, she glances up to see September considering her, his coattails whipping in the gale force wind. At the sight, her face twists into a snarl and she leaps at him while pulling a gun. "You," she yells, trying to be heard past the thunder of battle, the storm, and the laughter. "Why are you still here? You've seen Walpurgisnacht, and Madoka's witch. What more is there? Do you take some sick pleasure in watching me fail all the time? Tell me!"

September doesn't stop his consideration as water runs off of his fedora, not even giving the gun more than a moment's look. "It has not happened yet," he explains enigmatically.

Red tinted lavender eyes twitch and narrow in surging anger. "What hasn't happened yet," she barks, but as she might expect, she gets no answer for that question. Rage overflows at his continued mystery, and she fires. At his leg, to be fair. She has no desire to kill him, but rather just to make him more talkative, so she can get some clear answers for once.

Her target doesn't matter though as he blinks away, reappearing a few feet from where he had previously been standing. Untouched, nonplussed by getting shot at. She growls and steps forward, firing again and again, even drawing an automatic pistol from her shield to add to the hail of bullets she throws his way. Yet it makes no difference, September flickering in and out of existence and dodging everything.

Just as suddenly, as her fingers work empty chambers, he has a gun pointed at her instead. She braces herself for him to fire, not even bothering to dodge or reload, instead preparing herself for the end, a flash of pain, welcoming darkness. That isn't what she gets though, instead hit with a solid ball of force, sonic energy lifting her off her feet and throwing her back to land painfully on the roof.

She hauls herself onto skinned elbows and knees, head bowed and tears falling at her own uselessness as she feels the inquiring gaze of September upon her, the tips of his black dress shoes at the edge of her vision. Still she stays as she is, letting her anguish flow as she finds herself unable to face anyone, even him.

"You must continue," he says, in a manner that sounds like he is insisting yet isn't at the same time.

"Why," she asks back, a raspy question forced out amidst shuddering shoulders.

September considers the question before responding. "What I have come to see has not occurred yet. It must happen or the future will be changed. There is an end for you and your task, but it has not yet arrived."

"I can't," she reiterates despondently, her strength draining away. "I can't see her die again. The more I try, the further she gets from me, the less they trust me, the worse it gets. Sometimes...sometimes I even wonder why I made my wish in the first place." It hurts to admit, to say aloud, and she hates herself for saying it, for giving her darkest thoughts voice to reality, but she can't stop herself as her soul gem further clouds black.

September continues to stand there motionless, that same lack of comprehension when it comes to emotion keeping him from comforting her when she needs it. Yet he speaks still. "History has yet to play out fully for you. You have many things ahead in your life, but they cannot occur if you stop now."

She almost lets out a bit of a smile, some modicum of care slipping into his words even though she knows he doesn't understand what that means. And somehow this is more relevant information than she has gotten at all in recent conversations. "Are you saying that...I can do it?"

A reluctant reply, not total confirmation, but enough to buoy her spirits. "Perhaps."

It isn't much to go on, but it is enough to rouse the dying embers of hope and determination for at least one more attempt. "Will you still be there," she asks as she pulls herself to her feet, staggering as she is buffeted anew by the storm.

He nods, and she turns the buckler, to do it all again.

* * *

Months, years pass by in perpetual repeat as the sand spills and refills, time ebbing and flowing to her desire. And though she continues to fail, Homura continues to try, bound and determined through the highs and lows that come her way. She will not give up so long as she draws breath, not when she knows that her task is indeed possible. She just has to see it through to the end.

And yet, as time passes, she finds herself becoming more like them, like September and Kyubey than an actual human. She is rational to the extreme, logical, manipulating everyone she cares about with little remorse, like puppets on a string for their own good. She is cold inside, emotions buried beneath an impassive, uncaring facade that she can almost convince herself is real. All that matters now is Madoka, a single minded devotion that occupies every waking moment, and she will do anything to achieve her goals. Now if only she were actually like September, immune to emotions, so she wouldn't wake up with her head haunted by nightmares whenever she closes her eyes.

Sometimes she thinks she sees him, standing and watching her from some strange place as she talks with Madoka, or plans in her home, or steals weapons, but she dismisses that notion, taking it as a worrying sign of her mental decay. After all, things like that wouldn't be important to a time traveler, so why would he watch them?

She struggles on against fate, destiny itself, her burden growing as her mind slips further and further away, and the sand rises higher around her, threatening to bury her in it's clutches.

* * *

It is the end now, and this time she knows it for certain. She is bleeding, her leg trapped by debris so she can't move. She could reset time, do it all once more in the hopes for a better outcome, but the words of the Incubator ring through her mind as she lays there. All this, all of her fighting and struggling, is it really making Madoka's fate worse? Has her wish doomed her friend to suffer even more than necessary? But September, he...he wouldn't have lied to her, would he?

Her soul gem shifts further black, despair threatens to engulf her and overflow it's bounds, to take her to that inevitable conclusion, that inescapable fate for all magical girls; Becoming a Witch. And she doesn't try to stop it.

Before she can go into the waiting dark, a hand closes around hers, the light is cut off, and to her sprurise she finds Madoka is there, crying over her and apologizing for what is to come before she rises confidently and faces Kyubey, saying those words that Homura dreads to hear, and in spite of her pleas to stop.

"I wish...I wish I had the power to erase witches before they're born. Every single witch, from the past, present and future, everywhere."

And despite Kyubey's, and her own, disbelief, it is granted. The world, her world fills with bright pink, blinding light, that fades away to reveal Madoka in a painfully familiar sight. Walpurgisnacht is struck down as a hail of arrows is unleashed, to fulfill Madoka's wish, and then everything, her, Kyubey, even the nearby September, are swept away by the magical energy.

Then suddenly they are on the moon together, staring into the star studded sky and at the bright blue sphere that is Earth. Kyubey explains and September listens quietly as a giant comet of a soul gem shatters and transforms into a massive, cackling witch, and they watch as it engulfs the planet, and she can't help but fall to her knees in despair. Everything, all of it for this? To doom the planet to a witch that no one could combat? A monster that she helped create? Surely this must be the conclusion that September was waiting for, but how terrible a conclusion for her. And though she feels anger at his tricks, his deliberate omissions in the style of Kyubey, it is nothing compared to the sadness of what she has done to her one friend.

Then to her surprise, Madoka appears next to her, magical girl clothes flowing in some nonexistent wind as she is bathed in a bright glow. She reassures Homura of what she has done and strikes down her own wish, and the universe vanishes into cosmic nothingness as the paradox rewrites the world.

* * *

She appears in a new world that Madoka has made as if falling into a movie in progress, a world without witches, with the hope that being a magical girl never had, with Mami and Kyoko still alive. But it is a hollow victory as Sayaka is gone, and more than that, for it comes at the expense of the one person she cares about and has to give up, for Madoka has written herself out of reality to make this new world. And as she clings to the dark pink ribbons in her hand like a lifeline, she weeps for her lost friend.

From the corner of her eye, she sees September watching her form afar, before he nods, returns his fedora to his head, turns, and vanishes. And somehow, Homura knows that she will never see him again. He has done what he came for, seen what he wanted to see. For what is a simple witch or two, the destruction of a city or a world, compared to the creation of a whole new universe based on a completely new law of reality?

Though he is gone, he continues to help her as Homura moves on with her life in this new world. He is a sign that someone knows, that someone besides herself remembers or has heard of Madoka Kaname, enough to send that man September, back to this time to see her and the world she made firsthand. And as she fights the Demons relentlessly, like how she fought for Madoka in the old world, it gives her hope that someday in the future, people will know, and her sacrifice won't be totally in vain.

After all, what is Madoka but hope?


End file.
